UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number: 001-38638
NIO Inc.
(Registrant's Name)
Building 19, No. 1355, Caobao Road, MinhangDistrict
Shanghai, People's Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annualreports
under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
..
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release
99.2 Notice of Annual General Meeting
99.3 Proxy Card for Annual General Meeting
99.4 Voting Card for ADS Holders
99.5 CDP Depositor Proxy Form
SIGNATURES
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NIO Inc.
By : /s/ Wei Feng
Name : Wei Feng
Title : Chief Financial Officer
Date:
May 24, 2024
Exhibit 99.1
NIO toHold Annual General Meeting on June 25, 2024
Shanghai, May 24, 2024 -- (GLOBE NEWSWIRE) -- NIOInc. (NYSE: NIO; HKEX: 9866;
SGX: NIO) ("NIO" or the "Company"), a pioneer and a leading company in the
premiumsmart electric vehicle market, today published a notice to announce
that it will hold an annual general meeting (the "AGM")of shareholders (the
"Notice of AGM") at 10:30 am, Beijing time, on June 25, 2024 at Building 19,
No. 1355, CaobaoRoad, Minhang District, Shanghai, People's Republic of China,
for the purposes of considering and, if thought fit, passingthe proposed
resolutions set forth in the Notice of AGM (the "Proposed Resolutions"). The
Notice of AGM and form of proxyfor the AGM are available on the Company's
website at
https://ir.nio.com/generalmeeting
. The board of directors of NIO fullysupports the Proposed Resolutions and
recommends that shareholders and holders of ADSs vote in favor of the Proposed
Resolutions.
Holders of record of ordinary shares of theCompany at the close of business on
May 24, 2024 (Hong Kong time) are entitled to attend and vote at the AGM or
any adjournment orpostponement thereof. Holders of the Company's American
depositary shares ("ADSs") as of the close of business on May 24,2024 (New
York time) who wish to exercise their voting rights for the underlying Class A
ordinary shares must act through the depositaryof the Company's ADS program,
Deutsche Bank Trust Company Americas. Holders of Class A ordinary shares which
are held through(either directly or through depository agents) securities
accounts maintained with The Central Depository (Pte) Limited ("CDP")(Singapore)
(the "NIO CDP Depositors") may be appointed as CDP's proxy to attend and cast
votes at the AGM, or provideinstructions as to voting, or abstentions from
voting to CDP. NIO CDP Depositors may refer to the Notice of AGM for further
informationon attendance and voting arrangements.
NIO has filed its annual report on Form 20-F,including its audited financial
statements, for the fiscal year ended December 31, 2023, with the U.S.
Securities and ExchangeCommission (the "SEC"). NIO's Form 20-F can be accessed
on the Company's website at
https://ir.nio.com
,as well as on the SEC's website at
http://www.sec.gov
.
About NIO
NIO Inc. is a pioneer and a leading companyin the premium smart electric
vehicle market. Founded in November 2014, NIO's mission is to shape a joyful
lifestyle. NIO aimsto build a community starting with smart electric vehicles
to share joy and grow together with users. NIO designs, develops,
manufacturesand sells premium smart electric vehicles, driving innovations in
next-generation technologies in assisted and intelligent driving,
digitaltechnologies, electric powertrains and batteries. NIO differentiates
itself through its continuous technological breakthroughs and innovations,such
as the industry-leading battery swapping technologies, Battery as a Service,
or BaaS, as well as proprietary NIO Assisted and IntelligentDriving and its
subscription services. Unveiled in May 2024, ONVO, the second smart electric
vehicle brand of NIO Inc., is committedto creating better family life, and
bringing better brand and product experiences to family users.
Safe Harbor Statement
This press release contains statements thatmay constitute "forward-looking"
statements pursuant to the "safe harbor" provisions of the U.S. Private
SecuritiesLitigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will," "expects," "anticipates," "aims,"
"future," "intends," "plans," "believes," "estimates," "likely to" and similar
statements. NIO may also make written or oral forward-looking statementsin its
periodic reports to the SEC, in its annual report to shareholders, in
announcements, circulars or other publications made on thewebsites of each of
The Stock Exchange of Hong Kong Limited (the "SEHK") and the Singapore
Exchange Securities Trading Limited(the "SGX-ST"), in press releases and other
written materials and in oral statements made by its officers, directors or
employeesto third parties. Statements that are not historical facts, including
statements about NIO's beliefs, plans and expectations, areforward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actualresults to differ
materially from those contained in any forward-looking statement, including
but not limited to the following: NIO'sstrategies; NIO's future business
development, financial condition and results of operations; NIO's ability to
develop andmanufacture vehicles of sufficient quality and appeal to customers
on schedule and on a large scale; its ability to ensure and expandmanufacturing
capacities including establishing and maintaining partnerships with third
parties; its ability to provide convenient andcomprehensive power solutions to
its customers; the viability, growth potential and prospects of the battery
swapping, BaaS, and NIO Assistedand Intelligent Driving and its subscription
services; its ability to improve the technologies or develop alternative
technologies inmeeting evolving market demand and industry development; NIO's
ability to satisfy the mandated safety standards relating to motorvehicles;
its ability to secure supply of raw materials or other components used in its
vehicles; its ability to secure sufficient reservationsand sales of its
vehicles; its ability to control costs associated with its operations; its
ability to build its current and future brands;general economic and business
conditions globally and in China and assumptions underlying or related to any
of the foregoing. Furtherinformation regarding these and other risks is
included in NIO's filings with the SEC and the announcements and filings on
the websitesof each of the SEHK and SGX-ST. All information provided in this
press release is as of the date of this press release, and NIO does
notundertake any obligation to update any forward-looking statement, except as
required under applicable law.
For more information, please visit: http://ir.nio.com
Investor Relations
ir@nio.com
Media Relations
global.press@nio.com
2
Exhibit99.2
NIOInc.
(A company controlledthrough weighted voting rights and
incorporated in the CaymanIslands with limited liability)
(NYSE: NIO; HKEX: 9866;SGX: NIO)
Noticeof Annual General Meeting
to be held on June 25,2024
(or any adjournment(s) orpostponement(s) thereof)
NOTICEIS HEREBY GIVEN
that an annual general meeting (the "
AGM
") of NIO Inc. (the "
Company
")will be held at 10:30 a.m., Beijing time, on June 25, 2024 at Building 19,
No. 1355, Caobao Road, Minhang District, Shanghai,People's Republic of China,
for the purposes of considering and, if thought fit, passing each of the
following resolutions:
AS ORDINARY RESOLUTIONS
1. To re-elect the following retiring independent directors of the Company:
(a) to re-elect Mr. Denny Ting Bun Lee as an independent director;
(b) to re-elect Ms. Yu Long as an independent director; and
(c) to re-elect Mr. Yonggang Wen as an independent director.
2. To re-elect the following retiring non-executive directors of the Company:
(a) to re-elect Mr. Eddy Georges Skaf as a non-executive director; and
(b) to re-elect Mr. Nicholas Paul Collins as a non-executive director.
3. To re-appoint PricewaterhouseCoopers Zhong Tian LLP as the auditor
of the Company to hold office until the conclusion of the next
annual general meeting of the Company and to authorize the Board
to fix its remuneration for the year ending December 31, 2024.
Thepassing of the above resolutions requires approval by the holders of the
Class A ordinary shares of a par value of US$0.00025 each(the "
Class A Ordinary Shares
") and the Class C ordinary shares of a par value of US$0.00025 each (the "
Class COrdinary Shares
," and together with the Class A Ordinary Shares, the "
Shares
") of the Company by asimple majority of the votes cast by the shareholders
as, being entitled to do so, vote in person or by proxy at the AGM.
Inrespect of the matters requiring shareholders' vote at the AGM, for
Resolutions 1 and 3, holder of each Class A Ordinary Shareand each Class C
Ordinary Share is entitled to one vote; for Resolution 2, holder of each Class
A Ordinary Share is entitledto one vote, while holder of each Class C Ordinary
Share is entitled to eight votes.
The quorum of the AGM shallbe one or more members holding in aggregate at
least one-third of all votes attaching to all issued shares of the Company,
present inperson or by proxy and entitled to vote at the AGM.
SHARES RECORD DATE AND ADS RECORD DATE
The Board has fixed the closeof business on May 24, 2024 (Hong Kong time), as
the record date (the "
Shares Record Date
") of Class A OrdinaryShares and Class C Ordinary Shares. Holders of record of
the Shares (as of the Shares Record Date) are entitled to attend and voteat
the AGM and any adjourned meeting thereof.
Holders of record of AmericanDepositary Shares (the "
ADSs
") as of the close of business on May 24, 2024 (New York time) (the "
ADSRecord Date
," together with the Shares Record Date, the "
Record Date
") will be able to instruct DeutscheBank Trust Company Americas, the
depositary of the ADSs, as to how to vote the Class A Ordinary Shares
represented by such ADSsat the AGM.
Holders of Class A OrdinaryShares which are held through (either directly or
through depository agents) securities accounts (the "
NIO CDP Depositors
")maintained with The Central Depository (Pte) Limited ("
CDP
") (Singapore) as of the close of business on the SharesRecord Date may be
appointed as CDP's proxy to attend and cast votes at the AGM, or provide
instructions as to voting, or abstentionsfrom voting to CDP. For further
information, see "Attending the AGM."
ATTENDING THE AGM
Only holders of record ofShares as of the Shares Record Date are entitled to
attend and vote at the AGM.
Holders of ADSs must givevoting instructions to Deutsche Bank Trust Company
Americas if they wish to exercise their voting rights for the underlying Class
AOrdinary Shares.
NIO CDP Depositors who:
(a) wish to be appointed as CDP's proxy to attend and cast votes at the AGM; or
(b) do not wish to attend the AGM as CDP's proxy but wish to provide instructions as to voting, or abstentions from voting,
should complete and returnthe AGM depositor proxy form, which will be mailed
to the NIO CDP Depositors and is also available on our website at
https://ir.nio.com/generalmeeting
(the "
AGM Depositor Proxy Form
"), to Boardroom Corporate & Advisory Services Pte. Ltd. ("
Boardroom
"),the Singapore transfer agent of the Company, by 5 p.m., Singapore time, on
June 18, 2024. For the avoidance of doubt, NIO CDP Depositorswho do not
complete and return the AGM Depositor Proxy Form by 5 p.m., Singapore time, on
June 18, 2024, will
not
be able to attend or vote at the AGM, or provide instructions as to voting, or
abstentions from voting.
NIO CDP Depositors who havequeries on the above instructions should contact
Boardroom via the following for assistance:
Boardroom Corporate & Advisory Services Pte.Ltd.
Address: 1 Harbourfront Avenue, #14-07 Keppel Bay Tower,Singapore 098632
Telephone: (+65) 6536 5355
E-mail: srs.proxy@boardroomlimited.com
In relation to paragraphs(a) and (b) above, NIO CDP Depositors should further
note that they will only be able to be appointed as CDP's proxyand/or exercise
their voting rights in respect of such number of Class A Ordinary Shares set
out against their respective namesin the depository register maintained by the
CDP as at the Shares Record Date.
PROXY FORMS, ADS VOTING CARDS AND DEPOSITOR PROXY FORMS
A holder of Shares as ofthe Shares Record Date may attend the AGM in person or
appoint one proxy to exercise his or her rights at the AGM. A holder of ADSs
asof the ADS Record Date will need/to instruct Deutsche Bank Trust Company
Americas, the depositary of the ADSs, as to how to votethe Class A Ordinary
Shares represented by the ADSs. NIO CDP Depositors can exercise their voting
rights in the manner set out inparagraphs (a) or (b) above by submitting the
completed AGM Depositor Proxy Form to Boardroom. Please refer to the proxyform
(for holders of Shares), ADS voting card (for holders of ADSs) or AGM
Depositor Proxy Form (for NIO CDP Depositors), each ofwhich is available on
our website at
https://ir.nio.com/generalmeeting
.
You are urged to complete,sign, date and return the accompanying proxy form to
the Company's Hong Kong branch share registrar and transfer office,
ComputershareHong Kong Investor Services Limited ("
Computershare
") (for holders of Shares), your voting instructions to DeutscheBank Trust
Company Americas (for holders of the ADSs), and the AGM Depositor Proxy Form
to Boardroom (for NIO CDP Depositors) aspromptly as possible and before the
prescribed deadline if you wish to exercise your voting rights. Computershare
must receive the proxyform by no later than 10:30 a.m., Hong Kong time, on
June 23, 2024 at 17M Floor, Hopewell Centre, 183 Queen's Road East, WanChai,
Hong Kong, to ensure your representation at the AGM. Deutsche Bank Trust
Company Americas must receive your voting instructionsby no later than 10
a.m., New York time, on June 12, 2024 to enable the votes attaching to the
Shares represented by your ADSs tobe cast at the AGM. To exercise their voting
rights in the manner set out at paragraphs (a) or (b) above under the
sectiontitled "Attending the AGM," NIO CDP Depositors must return the
completed AGM Depositor Proxy Form to Boardroom by nolater than 5 p.m.,
Singapore time, on June 18, 2024.
ANNUAL REPORT
Shareholders may obtain acopy of the Company's annual report, free of charge,
from the Company's website at
https://ir.nio.com
, the HKEX'swebsite at
www.hkexnews.hk
or from the SEC's website at
www.sec.gov
, or by contacting Investor Relations Department,NIO Inc., Building 19, No.
1355, Caobao Road, Minhang District, Shanghai, People's Republic of China, or
by email to ir@nio.com.
By Order of the Board of Directors,
NIO Inc.
/s/ Bin Li
Bin/Li
Chairman of the Board
Executive Office Registered Office
: :
Building 19, No. 1355, Caobao Road PO Box 309, Ugland House, Grand Cayman,
Minhang District, Shanghai KY1-1104, Cayman Islands
People's Republic of China
May 24,2024
Exhibit 99.3
NIOInc.
(A company controlled through weightedvoting rights and
incorporated in the CaymanIslands with limited liability)
(NYSE: NIO; HKEX: 9866; SGX: NIO)
Form ofProxy for Annual General Meeting
to be held on June 25, 2024 at 10:30 a.m., Beijing time
(or any adjournment(s) orpostponement(s) thereof)
INTRODUCTION
ThisForm of Proxy is furnished in connection with the solicitation by the
board of directors (the "
Board
") of NIOInc., a Cayman Islands company (the "
Company
"), of proxies from holders of the issued Class A ordinary sharesof the
Company with a par value of US$0.00025 per share (the "
Class A Ordinary Shares
") and the Class C ordinaryshares of the Company with a par value of
US$0.00025 per share (the "
Class C Ordinary Shares
", and together withthe Class A Ordinary Shares, the "
Ordinary Shares
") to be exercised at the annual general meeting of the Company(the "
AGM
") to be held at Building 19, No. 1355, Caobao Road
, Minhang District, Shanghai, People'sRepublic of China
on June 25, 2024 at 10:30 a.m. (Beijing Time), and at any adjournment(s)
orpostponement(s) thereof, for the purposes set forth in the Notice of the AGM
(the "
AGM Notice
").
Only theholders of record of the Ordinary Shares on the Company's register of
members at the close of business on May 24, 2024 (HongKong Time), as the
record date, are entitled to attend and to vote at the AGM. In respect of the
matters requiring shareholders'vote at the AGM, for Resolutions 1 and 3,
holder of each Class A Ordinary Share and each Class C Ordinary Share is
entitledto one vote; for Resolution 2, holder of each Class A Ordinary Share
is entitled to one vote, while holder of each Class C OrdinaryShare is
entitled to eight votes. The quorum of the AGM is one or more shareholders
holding in aggregate at least one-third of all votesattaching to all issued
shares of the Company, present in person or by proxy and entitled to vote at
the AGM.
The OrdinaryShares represented by all properly executed proxies returned to
the Company will be voted at the AGM as indicated or, if no instructionis
given, the holder of the proxy will vote the Ordinary Shares in his/her/its
discretion, unless a reference to the holder of the proxyhaving such
discretion has been deleted and initialed on this Form of Proxy. Where the
chairman of the AGM acts as proxy and is entitledto exercise his/her
discretion, he/she is likely to vote the Ordinary Shares
FOR
the resolutions. As to any other business thatmay properly come before the
AGM, all properly executed proxies will be voted by the persons named therein
in accordance with their discretion.The Company does not presently know of any
other business which may come before the AGM. However, if any other matter
properly comes beforethe AGM, or any adjournment(s) or postponement(s)
thereof, which may properly be acted upon, unless otherwise indicated
theproxies solicited hereby will be voted on such matter in accordance with
the discretion of the proxy holders named therein. Any persongiving a proxy
has the right to revoke it at any time before it is exercised by (i)
submitting to the Company, at the address setforth below, a duly signed
revocation or (ii) voting in person at the AGM.
To be valid,this Form of Proxy must be completed, signed and returned to
Computershare Hong Kong Investor Services Limited at 17M Floor, HopewellCentre,
183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and no later
than 10:30 am, Hong Kong time, on June 23,2024, to ensure your representation
at the AGM.
This Form of Proxy is
not valid
forholders of the American Depositary Shares of the Company or holders of
Class A Ordinary Shares which are held through (either directlyor through
depository agents) securities accounts (the "
NIO CDP Depositors
") maintained with The Central Depository(Pte) Limited/(Singapore). Holders of
the American Depositary Shares of the Company and NIO CDP Depositors should
refer to the AGM Noticefor further information on attendance and voting
arrangements.
NIO Inc.
(A company controlled throughweighted voting rights and incorporated in the
Cayman Islands with limited liability)
(NYSE: NIO; HKEX: 9866; SGX: NIO)
Form ofProxy for Annual General Meeting
(Note 1)
to be held on June 25, 2024 at10:30 a.m., Beijing time
(or any adjournment(s) or postponement(s) thereof)
I/We____________
(name)
of
____________________________________________
(address)
,/being the registered holder of______________Class A ordinary shares,
(Note 2)
/par value US$0.00025/per/share,/andClass C ordinary shares,
(Note 2)
par value US$0.00025per share, of NIO Inc. (the/"Company"), hereby
appoint the Chairmanof the Annual General Meeting
(Note 3)
or______________
(name)
of________________
(address)
asmy/our proxy to attend and act for me/us at the Annual General Meeting
(or/at any adjournment(s) or postponement(s) thereof)of the Company to be held
at Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People's
Republic of China andat any adjournment(s) or postponement(s) thereof, and in
the event of a poll, to vote for me/us as indicated below, or if nosuch
indication is given, as my/our proxy thinks fit.
(Note 4)
RESOLUTIONS FOR AGAINST ABSTAIN
(Note 5 (Note 4) (Note 4) (Note 4)
)
1(a) As an ordinary resolution: .. .. ..
to re-elect Mr. Denny
Ting Bun Lee as
an/independent director
of the Company.
1(b) As an ordinary resolution: .. .. ..
to re-elect Ms.
Yu Long as an
independent director
of/the Company.
1(c) As an ordinary resolution: .. .. ..
to re-elect Mr.
Yonggang Wen as an
independent/director
of the Company.
2(a) As an ordinary resolution: .. .. ..
to re-elect Mr. Eddy
Georges Skaf as a
non-executive/director
of the Company.
2(b) As an ordinary resolution: .. .. ..
to re-elect Mr. Nicholas
Paul Collins as
a/non-executive director
of the Company.
3 As an ordinary resolution: .. .. ..
to re-appoint PricewaterhouseCoopers Zhong Tian/LLP as the auditor
of the Company to hold office/until the conclusion of the next
annual general meeting of the Company and to authorize the Board
to fix its remuneration for the year ending December 31, 2024.
Dated , 2024 Signature(s)
(Note 6)
Notes:
1 This Form of Proxy is
not valid
for holders of the American
Depositary Shares of
the Companyor holders of
Class A Ordinary Shares
which are held through
(either directly or through
depositary agents)
securities accounts (the "
NIO CDP Depositors
") maintained with The Central
Depository (Pte) Limited.
Holders of the American Depositary
Sharesof the Company and
NIO CDP Depositors should
refer to the AGM Notice for
further information on attendance
and voting arrangements.
2 Please insert the number of
shares registered in your name(s)
to which this proxy relates.
If nonumber is inserted,
this form of proxy will be
deemed to relate to all the
shares in the Company
registered in your name(s).
3 If any proxy other than the Chairman
is preferred, strike out the words "
THE CHAIRMAN OF THEANNUAL GENERAL MEETING
" and insert the name and address of the
proxy desired in the space provided.
A member may appoint oneor more proxies
to attend and vote in his/her stead.
ANY ALTERATION MADE TO
THIS FORM OF PROXY MUST
BE INITIALED BY THE PERSON(S) WHOSIGN(S) IT
.
4 IMPORTANT: IF YOU WISH TO VOTE FOR THE
RESOLUTION, TICK THE APPROPRIATE BOX
MARKED "FOR."IF YOU WISH TO VOTE AGAINST
THE RESOLUTION, TICK THE APPROPRIATE
BOX MARKED "AGAINST." ALTERNATIVELY,
YOU MAY ALSO INDICATETHE RESPECTIVE
NUMBERS OF SHARES FOR EACH OF THE
"FOR," "AGAINST" AND "ABSTAIN" COLUMNS.
Failureto complete any or all the boxes will entitle your proxy to cast his or her votes
at his or her discretion. A proxy need not be a memberof the Company, but must attend the
Meeting in person. A member may only have one form of proxy valid at any one time and if a
membersubmits more than one form of proxy, the last form of proxy received in the manner
described in this form of proxy above shall be treatedas the only valid form of proxy. Any
alteration made to this form of proxy must be duly initialed by the person who signs it.
Completionand deposit of a form of proxy does not prevent a member from attending the
Meeting in person but if a member attends the Meeting andvotes, this proxy will be revoked.
5 Please refer to the AGM
Notice for details of the
approval threshold for
each of the resolutions.
6 This form of proxy must be signed
by you or your attorney duly
authorized in writing or, in the
case ofa corporation, must be
either executed under its common
seal or under the hand of an officer
or attorney or other person duly
authorizedto sign the same.
------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . ----------------14475ANNUAL
GENERAL MEETING OF SHAREHOLDERS OFNIO Inc.(Continued and to be signed on the
reverse side)1.1Electronic Shareholder Communications Please join the growing
number of shareholders who receive emailsinstead of hard copy shareholder
communications. Register online at https://equiniti.com/us/ast-access or
supplyyour email address below or on the reverse side.ADD YOUR EMAIL ADDRESS
ONLINEAdd your email address to your online account at AST for 24/7 access to
your account and enroll in eConsent to receive future materials electronically.U
pdate your account today:For first time users setting up an account, follow
the instructions outlined below: " Go to https://equiniti.com/us/ast-access
and click on the words REGISTER FIRST TIME USERS CLICK HERE under the
Shareholder Centralheading button " Follow the instructions provided to set up
your account which will include providing your e-mail address " Once your
account has been set up, select the tool bar Communications at the top right
side of the page " Here you need to select Receive Company Mailings via E-Mail
" Next, click on the Submit button and any future proxy materials will be sent
to you electronically should they be availableFor existing users updating your
account, do the following: " Go to https://equiniti.com/us/ast-access and
click on LOGIN button under the Shareholder Central heading " Once you access
your account, select the tool bar Communications at the top right side of the
page " Here you need to select Receive Company Mailings via E-Mail " Next,
click on the Submit button and any future proxy materials will be sent to you
electronically should they be availableAlternatively you can provide us with
your email address in the below section entitled ELECTRONIC SHAREHOLDER
COMMUNICATIONS to receivefuture materials electronically when available.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OFNIO Inc.June 25,
2024Please sign, date and mailyour proxy card in theenvelope
provided so thatyour vote is received on orbefore 10:00 AM EST
onJune 12, 2024.Signature of Shareholder Date: Signature of
Shareholder Date:Note: Please sign exactly as your name or
names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give fulltitle as such. If
the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer
is a partnership, please sign in partnership name by authorized
person.THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS
THAT YOU VOTE FOR ALL RESOLUTIONS.Resolutions presented for
consideration by the Annual General Meeting of Shareholders on
June 25, 2024PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS
SHOWN HERE xPlease detach along perforated line and mail in the envelope
provided. ------------------ ----------------00033333300000000000
3 0625241(a) As an ordinary resolution: to re-elect
Mr. Denny Ting Bun Lee as an independent direc-tor of
the Company.1(b) As an ordinary resolution: to re-elect Ms.
Yu Long as an independent director of theCompany.1(c) As an
ordinary resolution: to re-elect Mr. Yonggang Wen as an independent
director ofthe Company.2(a) As an ordinary resolution: to
re-elect Mr. Eddy Georges Skaf as a non-executivedirector of the
Company.2(b) As an ordinary resolution: to re-elect Mr. Nicholas
Paul Collins as a non-executivedirector of the Company.3. As
an ordinary resolution: to re-appoint PricewaterhouseCoopers
Zhong Tian LLP as the auditor of the Company to hold office
until the conclusion of the next annual gen- eral meeting of
the Company and to authorize the Board to fix its remuneration
for the year ending December 31, 2024.FOR AGAINST ABSTAIN
Exhibit 99.5
NIOInc.
(Acompany controlled through weighted voting rights and incorporated in the
Cayman Islands with limited liability)
(NYSE:NIO; HKEX: 9866; SGX: NIO)
ANNUALGENERAL MEETING - DEPOSITOR PROXY FORM
If NIOInc. (the "Company") receives this Depositor Proxy Form which is (a)
duly completed and signed/executed in Part Vby the person whose name and
particulars are set out in Part I (the "Depositor(s)"); and (b) submitted by
the requisitetime and date, and to the requisite office as indicated overleaf,
we, The Central Depository (Pte) Limited ("CDP"), beinga member of the
Company, hereby appoint, in respect of such number of shares of the Company
set out against the Depositor(s)' namein the Depository Register maintained by
CDP (the "Depositor(s) Shares") as at
May 24, 2024, 5.00 p.m. (Singapore/ Hong Kong time)
(the "Shares Record Date"):
(i) the Chairman of the Annual General Meeting (the "Chairman"), provided that such details have been
verified in Part V by the affixing of the seal or signature of or on behalf of the Depositor(s),
and on the basis that the Chairman is authorised to vote in respect of the proportion of the
Depositor(s) Shares set out in Part I (being the Depositor(s) Shares as at the Shares Record Date);
OR
,
(ii) if a tick [√]
has been inserted in the box in Part III, and Part V of this Depositor Proxy Form is signed
by the Depositor(s) or his/her/its attorney duly authorised in writing, the Depositor(s),
as ourproxy to attend, speak and vote in respect of the Depositor(s) Shares on
our behalf at the Annual General Meeting of the Companyto be held at
Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People's
Republic of China
on
June 25,2024 at 10.30 a.m. (Beijing time)
and at any adjournment(s) or postponement(s) thereof (the "Annual
GeneralMeeting").
I Full Name and Address
II TO BE COMPLETED ONLY IF THE INTENTION IS FOR THE APPOINTMENT OF THE CHAIRMAN AS CDP'S PROXY
TheChairman is hereby directed to vote for or against, or to abstain from
voting on the resolution to be proposed at the Annual GeneralMeeting as
indicated hereunder, if no specific direction as to voting is given, the
appointment of the Chairman as CDP's proxyfor that resolution will be treated
as invalid:-
No. RESOLUTIONS For Against Abstain
1(a) As an ordinary resolution:
To re-elect Mr. Denny Ting Bun Lee as
an independent director of the Company
1(b) As an ordinary resolution:
To re-elect Ms. Yu Long as an
independent director of the Company
1(c) As an ordinary resolution:
To re-elect Mr. Yonggang Wen as an
independent director of the Company
2(a) As an ordinary resolution:
To re-elect Mr. Eddy Georges Skaf as a
non-executive director of the Company
2(b) As an ordinary resolution:
To re-elect Mr. Nicholas Paul Collins as
a non-executive director of the Company
3 As an ordinary resolution:
To re-appoint PricewaterhouseCoopers Zhong Tian LLP as
the auditor of the Company to hold office until the
conclusion of the next annual general meeting of the Company and to authorize
the Board to fix its remuneration/for the year ending December 31, 2024
(
IFYOU WISH TO VOTE FOR OR AGAINST OR ABSTAIN FROM VOTING ON THE RESOLUTION IN
RESPECT OF ALL YOUR VOTES FOR EACH/RESOLUTION, TICK[√] THE APPROPRIATE
BOX MARKED "FOR", "AGAINST" OR "ABSTAIN". ALTERNATIVELY, YOU MAY ALSOINDICATE
THE/
RESPECTIVE NUMBER OF VOTES FOR EACH OF THE "FOR," "AGAINST"AND "ABSTAIN"
COLUMNS.
)
III TO BE COMPLETED ONLY IF THE INTENTION IS FOR THE APPOINTMENT OF THE DEPOSITOR AS CDP'S PROXY
.. The Depositor(s) wishes to be appointed as the CDP's proxy to attend, speak and vote at the Annual
General Meeting in person. The Depositor(s) acknowledges that if Part II above has been completed,
the Chairman, and not the Depositor(s), will be appointed as CDP's proxy to attend, speak and vote
at the Annual General Meeting, notwithstanding that the Depositor(s) has completed this Part III.
Dated this ________ day of ________________2024.
IV The Central Depository (Pte) Limited
Signature of Director
V
TO BE COMPLETED BY DEPOSITOR(S)
For individuals: For corporations:
_____________________________ ________________ ________________________
Signature of Direct Signature of Director Signature Common seal
Account Holder of Director/Secretary
IMPORTANT: PLEASE READ NOTES OVERLEAFCAREFULLY BEFORE COMPLETING THIS
DEPOSITOR PROXY FORM
IMPORTANT
:PLEASE READ NOTES BELOW CAREFULLY BEFORE COMPLETING DEPOSITOR PROXY FORM
General By returning this Depositor Proxy Form with
Part V duly signed by the Depositor(s)
or his/her/its attorney/duly authorised
in writing, a Depositor may either:
/
(a) provide instructions to the Chairman
as to voting or abstentions from
voting (if so, please complete/Part
II, and leave Part III blank);
OR
/
(b) be appointed as CDP's proxy to attend
and cast votes at the Annual General
Meeting in person (if/so, please complete
Part III, and leave Part II blank).
/
Part II If a Depositor(s) wishes to provide instructions to the Chairman as to voting or
abstentions from voting, please/indicate a "√" (or a particular number of shares, if
preferred) in the appropriate box against each resolution how/you wish the Chairman
to vote. Depositors should specifically direct the Chairman on how they wish to vote
for/or vote against (or abstain from voting on) the resolution in Part II of this
Depositor Proxy Form. If this Depositor/Proxy Form is deposited without any indication
as to how the Chairman shall vote in respect of any particular/resolution, the appointment
of the Chairman as CDP's proxy for that resolution will be treated as invalid.
/
If a Depositor(s) marks the abstain box for a particular
resolution, he/she/it is directing the Chairman not to/vote
on that resolution and the votes will not be counted in
computing the required majority when a poll is/called.
/
Part III If a Depositor(s) wishes to attend, speak and vote at the Annual
General Meeting in person instead of providing/instructions
to the Chairman as to voting (or abstentions from voting),
please indicate a "√" in the box in Part/III.
/
For the avoidance of doubt, a Depositor(s) should
only
complete either Part II
(if the Depositor(s) wishes to/
provide instructions to the Chairman as
to voting or abstentions from voting)
OR
Part III
(if the Depositor(s)/wishes to attend, speak and
vote at the Annual General Meeting in person) of
this Depositor Proxy Form. Where/a Depositor(s)
has completed both Part II and Part III of
this Depositor Proxy Form, the
Depositor(s)/acknowledge(s) that the Chairman, and not the
Depositor(s), will be appointed as CDP's proxy to
attend, speak/and vote at the Annual General Meeting.
/
Part V If a Depositor(s) wishes to provide instructions to the
Chairman as to voting or be appointed as CDP's proxy/to
attend and cast votes at the Annual General Meeting as
CDP's proxy in person, Part V of this Depositor/Proxy Form
must be signed
by the Depositor(s) or his/her/its attorney duly
authorised in writing. In the case of joint
Depositor(s), all joint Depositor(s) must sign
Part V of this Depositor Proxy Form. If the
Depositor(s) is a corporation, Part V of this
Depositor Proxy Form must be executed under
its common seal or under the hand of an officer
or its attorney duly authorised in writing.
The power of attorney appointing the attorney or other authority,
or a notarially certified copy thereof, if any, under which Part V
of this Depositor Proxy Form is signed, must (unless previously
registered with the Company) be
attached to this Depositor Proxy Form.
This Depositor Proxy Form, duly completed,together with the abovementioned
power of attorney appointing the attorney or other authority, or a notarially
certified copy thereof,if applicable, must be deposited by the Depositor(s) in
the following manner:
(i) if submitted by post, by depositing the duly completed Depositor
Proxy Form at the office of the Company's Singapore Share Transfer
Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 1
Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or
(ii) if submitted electronically, by scanning and submitting the duly completed Depositor Proxy Form via email to the Company's
Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd., at srs.proxy@boardroomlimited.com,
in either case, not later than June 18,2024 at 5.00 p.m. (Singapore time).
The Company shallbe entitled to reject any Depositor Proxy Form which is
incomplete, improperly completed or illegible or where the true intentionsof
the Depositor(s) are not ascertainable from the instructions of the
Depositor(s) specified on any Depositor Proxy Form.It is the Depositors'
responsibility to ensure that this Depositor Proxy Form is properly completed
(including that it hasbeen duly signed). Any decision to reject this Depositor
Proxy Form on the grounds that it is incomplete, improperly completed
orillegible will be final and binding and neither the Company, CDP nor
Boardroom Corporate & Advisory Services Pte. Ltd. acceptsany responsibility
for the consequences of such a decision. In addition, the Company may, at its
discretion, reject any Depositor ProxyForm lodged if a Depositor(s) is not
shown to have shares entered against his/her/its name in the Depository
Register, as suppliedby CDP to the Company, as at the Shares Record Date.
By submitting thisDepositor Proxy Form, a Depositor of the Company (i)
consents to the collection, use and disclosure of the Depositor's personaldata
by the Company (or its agents) for the purpose of the processing and
administration by the Company (or its agents) of proxies appointedfor the
Annual General Meeting (including any adjournment thereof) and the preparation
and compilation of the attendance lists, minutesand other documents relating
to the Annual General Meeting (including any adjournment thereof), and in
order for the Company (or itsagents) to comply with any applicable laws,
listing rules, regulations and/or guidelines.
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